UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 16, 2005
Books-A-Million, Inc.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 0-20664 63-0798460
_______________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
402 Industrial Lane, Birmingham, Alabama 35211
____________________________________________ _____________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 942-3737
N/A
________________________________________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Adoption of Formula for Non-Employee Director Restricted Stock Awards
On June 1, 2005, the stockholders of Books-A-Million, Inc. (the "Company")
approved the Books-A-Million 2005 Incentive Award Plan (the "Plan"). The Board
of Directors of the Company (the "Board") previously adopted the Plan subject to
stockholder approval. Pursuant to the terms of the 2005 Plan, the Board may
award restricted shares ("Restricted Stock") of the Corporation's common stock,
par value $0.01 per share ("Common Stock"), to non-employee members of the Board
("Outside Directors") pursuant to such terms as the Board shall deem
appropriate consistent with the terms of the 2005 Plan. A full description of
the Plan, including a copy of the Plan, was previously filed as part of the
Company's Definitive Proxy Statement for the Annual Meeting of Shareholders to
be held on June 1, 2005 and it is incorporated herein by reference.
On August 16, 2005, the Board adopted a formula pursuant to which
Outside Directors shall be awarded Restricted Stock under the Plan. The
formula provides that each Outside Director who is initially elected or
appointed to the Board on or after August 16, 2005 shall, effective as of the
date of such initial appointment or election to the Board, be awarded 3,333
shares of Restricted Stock (an "Initial Award") pursuant to the 2005 Plan which
will be subject to the terms and conditions of a Restricted Stock Agreement in
substantially the form attached hereto as Exhibit 10.1 (the "Restricted Stock
Agreement"). This Restricted Stock Agreement shall provide among other things,
that the shares of Restricted Stock subject to the Initial Award will vest in
three equal installments on the first, second and third anniversaries of the
effective date of the Initial Award.
In addition, the formula provides that on each December 31st following
August 16, 2005, each Outside Director who as of December 31st has served on the
Board for at least eleven continuous months shall be awarded 2,000 shares of
Restricted Stock (a "Continuing Award") pursuant to the 2005 Plan which will be
subject to the terms and conditions of a Restricted Stock Agreement, which shall
provide among other things, that the shares of Restricted Stock subject to a
Continuing Award will vest in three equal installments on the first, second and
third anniversaries of the effective date of such Continuing Award). This
formula shall remain in effect until the expiration of the 2005 Plan unless such
formula is earlier terminated or modified by subsequent action of the Board in
accordance with the terms of the 2005 Plan.
Outside Director Stock Awards
On August 16, 2005, the Board resolved to allow each Outside Director
to have the option to request to receive Stock Awards under the 2005 Plan in
lieu of annual cash retainer fees that would otherwise become payable to the
directors, equal to that number of whole shares of Common Stock determined by
dividing the total cash fees by the fair market value of a share of Common Stock
as of the day the cash fees would otherwise be paid, with any fractions being
paid in cash. The Board determined that it was advisable and in the best
interests of the Corporation to promote the long-term growth of the Corporation
by increasing the proprietary interest of Outside Directors in the
Corporation and to attract and retain highly qualified and capable Outside
Directors.
Approval of Stock Ownership and Retention Program
On August 16, 2005, the Board approved Stock Ownership Guidelines providing
that each Outside Director shall hold an equity interest in the Corporation not
less than 12,500 shares of Common Stock, with each Outside Director having up to
five years to achieve his or her ownership goals. The Board determined that it
was advisable and in the best interests of the Corporation that Outside
Directors be required to hold such an equity interest in the Corporation.
Approval of Directors Deferred Compensation Plan
On August 16, 2005, the Board approved the adoption of the Books-A-Million,
Inc. Directors' Deferred Compensation Plan (the "Directors' Deferred
Compensation Plan"). The following description of the Directors Deferred
Compensation Plan is intended only to be a summary and is qualified in its
entirety by Exhibit 10.2, which is incorporated herein by reference.
The Directors' Deferred Compensation Plan provides the Outside
Directors with the opportunity to defer the receipt of certain amounts payable
to an Outside Director for serving as a member of the Board (the "Fees").
The obligations of the Company under the Directors' Deferred Compensation Plan
will be general unsecured obligations of the Company to pay deferred
compensation in the future to participating Outside Directors in accordance
with the terms of the Directors' Deferred Compensation Plan from the general
assets of the Company.
Each participating Outside Director may elect to defer under the Directors'
Deferred Compensation Plan a portion of his or her Fees that may otherwise be
payable in a calendar year. An Outside Director's Fee deferrals are credited to
the Outside Director 's bookkeeping account (the "Account") maintained under
the Directors' Deferred Compensation Plan. Participants may elect to have the
amounts credited to his or her Account credited with interest at a rate
determined annually based on 10-year United States Treasury Notes. Subject to
certain restrictions, each participating Outside Director may alternatively
elect to have the amounts in the Account deemed invested in shares of the
Company's Common Stock. The Company is not obligated to actually invest any
deferred amounts. Each participating Outside Director 's Account is credited
with a deemed rate of interest and/or earnings or losses depending upon the
investment performance of the deemed investment option.
With certain exceptions, a participating Outside Director's Account
will be paid after the earlier of: (1) a fixed payment date, as elected by the
participating Outside Director (if any); or (2) the participating
Outside Director 's separation from service on the Board. The participating
Outside Director may generally elect that payments be made in a single sum
or installments in the year specified by the participating Outside Director
or upon the Outside Director's separation from service on the Board.
Additionally, a participating Outside Director may elect to receive payment
upon a Change of Control, as defined in, and to the extent permitted by, Section
409A of the Internal Revenue Code of 1986, as amended.
Approval of Executive Deferred Compensation Plan
On August 16, 2005, the Board approved the adoption of the Books-A-Million,
Inc. Executives' Deferred Compensation Plan (the "Executives' Deferred
Compensation Plan"). The following description of the Directors Deferred
Compensation Plan is intended only to be a summary and is qualified in its
entirety by Exhibit 10.3, which is incorporated herein by reference.
The Executives' Deferred Compensation Plan provides a select group of
management or highly compensated employees of Company and certain of its
subsidiaries with the opportunity to defer the receipt of certain cash
compensation. The obligations of Company under the Executives' Deferred
Compensation Plan will be general unsecured obligations of Company to pay
deferred compensation in the future to participating eligible employees (the
"Participants") in accordance with the terms of the Executives' Deferred
Compensation Plan from the general assets of Company.
Each Participant may elect to defer under the Executives' Deferred
Compensation Plan a portion of his or her cash compensation that may otherwise
be payable in a calendar year. A Participant's compensation deferrals are
credited to the Participant's bookkeeping account (the "Account") maintained
under the Executives' Deferred Compensation Plan. Participants may elect to have
the amounts credited to his or her Account credited with interest at a rate
determined annually based on 10-year United States Treasury Notes. Subject to
certain restrictions, each Participant may alternatively elect to have the
amounts in the Account deemed invested in shares of the Company's Common Stock.
The Company is not obligated to actually invest any deferred amounts in those
investment options. Each Participant's Account is credited with a deemed rate of
interest and/or earnings or losses depending upon the investment performance of
the deemed investment option.
With certain exceptions, a Participant's Account will be paid after the
earlier of: (1) a fixed payment date, as elected by the Participant (if any); or
(2) the Participant's separation from service with Company or its subsidiaries.
Participants may generally elect that payments be made in a single sum or
installments in the year specified by the Participant or upon their separation
from service with the Company. Additionally, a Participant may elect to receive
payment upon a Change of Control, as defined in, and to the extent permitted by,
Section 409A of the Internal Revenue Code of 1986, as amended.
Bonus Payment Plan
On August 16, 2005, the Committee approved a bonus program for the 2006
fiscal year (the "2006 Program") in connection with the preparation of the
Company's annual operating budget for the 2006 fiscal year. The 2006 Program
provides incentives to officers of the Company who could contribute
significantly to increasing the Company's revenue, income and cash flow. Each
executive officer, including the Chief Executive Officer, is eligible to receive
an annual cash bonus of up to 100% of his or her fiscal 2006 base salary. The
terms of the 2006 Program are outlined in a standard form letter (the "2006
Program Letter") which is delivered to each participant, a copy of which is
attached hereto as Exhibit 10.4 and which is incorporated herein by reference.
2006 Program Letter: As detailed more fully in the 2006 Program Letter, an
executive officer (including the Chief Executive Officer) is eligible to receive
a bonus under the 2006 Program if the Company achieves certain pre-tax income
goals and the executive officer accomplishes certain individual performance
goals related to his or her job functions. The Committee will approve awards
under the 2006 Program, as appropriate, upon receipt of the audited financial
statements for the fiscal year ending on January 28, 2006.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
10.1 Form of Restricted Stock Agreement
10.2 Books-A-Million, Inc. Directors' Deferred Compensation Plan
10.3 Books-A-Million, Inc. Executives' Deferred Compensation Plan
10.4 Form of Letter Regarding the 2006 Bonus Program
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
_____________BOOKS-A-MILLION, INC._______
(Registrant)
Date _August 22, 2005______
__________/s/ Richard S. Wallington____________
(Signature)
Name: Richard S. Wallington
Title: Chief Financial Officer